Chapter 1 General Provisions
Article 1 To further improve the corporate governance structure of Zhejiang Youfu High-Tech Fiber Co., Ltd. (hereinafter referred to as the "Company"), regulate the behavior of controlling shareholders, and ensure the truthfulness, accuracy, completeness, timeliness, and fairness of information disclosure, this system is formulated in accordance with the "Company Law," "Securities Law," "Guidelines for Corporate Governance of Listed Companies," "Shenzhen Stock Exchange Stock Listing Rules," and other laws, regulations, normative documents, and the Company's Articles of Association.
Article 2 This system applies to the behavior and information disclosure of the Company's controlling shareholders and their related parties. All provisions regarding controlling shareholders in this system shall also apply to their related parties.
Article 3 For the purposes of this system, "controlling shareholder" refers to a shareholder who meets one of the following conditions:
- Directly holds more than 50% of the total share capital of the Company;
- Holds less than 50% of the shares, but the voting rights enjoyed by the shares held are sufficient to have a significant impact on the resolutions of the shareholders' meeting;
- Other circumstances recognized by the China Securities Regulatory Commission.
Article 4 For the purposes of this system, "actual controller" refers to a natural person, legal person, or other organization that can actually control the Company's actions through investment relationships, agreements, or other arrangements.
Chapter 2 General Principles
Article 5 Controlling shareholders shall perform their duties of loyalty and diligence to the Company and small and medium shareholders.
Article 6 Controlling shareholders shall not, in any way, directly or indirectly misappropriate the Company's funds or assets, or harm the interests of the Company and other shareholders through related-party transactions, profit distribution, asset restructuring, or external investments.
Article 7 Controlling shareholders shall fulfill their public statements and commitments and shall not arbitrarily change or revoke them.
Article 8 Controlling shareholders shall not illegally occupy the Company's funds in any way. This includes, but is not limited to, the following situations:
- Requiring the Company to advance or bear expenses such as salaries, benefits, insurance, advertising, and other costs and expenditures for them;
- Requiring the Company to lend funds to them or their related parties, whether with or without compensation, directly or indirectly (including entrusted loans);
- Requiring the Company to entrust them with investment activities;
- Requiring the Company to issue commercial acceptance bills without a genuine transaction background, or in the absence of goods and labor considerations, or under circumstances that clearly deviate from commercial logic, to provide funds through procurement, asset transfer, or advance payments;
- Requiring the Company to repay debts on their behalf;
- Other circumstances stipulated by laws, regulations, rules of stock exchanges, or other recognized provisions.
Controlling shareholders shall not occupy the Company's funds in ways such as "temporary occupation and year-end repayment" or "small amounts in multiple batches."
Article 9 Controlling shareholders shall use their controlling power in good faith and shall not engage in activities that harm the legitimate rights and interests of the Company and small and medium shareholders.
Article 10 Controlling shareholders shall maintain the integrity of the Company's assets, personnel independence, financial independence, institutional independence, and business independence, and shall not affect the Company's independence in any way.
Article 11 Transactions between controlling shareholders and the Company shall strictly adhere to the principle of fairness and shall not affect the Company's independent decision-making in any way.
Article 12 Controlling shareholders shall strictly fulfill their information disclosure obligations in accordance with relevant regulations and ensure that the disclosed information is true, accurate, and complete, without any false records, misleading statements, or significant omissions.